Longyuan-Arrk v Show and Tell: Breach of Contract, Defamation, and Signage Installation Dispute

In a dispute before the High Court of Singapore, Longyuan-Arrk (Macao) Pte Ltd sued Show and Tell Productions Pte Ltd for breach of contract and defamation related to signage work for Universal Studios. Show and Tell counterclaimed for the release of a retention sum. The court, presided over by Justice Belinda Ang Saw Ean, found that Show and Tell was entitled to the retention sum and that Longyuan-Arrk's claims were largely precluded by a Statement of Final Account (SFA). The court dismissed the defamation claim. Ultimately, judgment was entered in favor of Show and Tell for $105,566.55.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for the Defendant in the amount of $105,566.55

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Signage installation dispute involving Longyuan-Arrk and Show and Tell over breach of contract, defamation, and retention sum release. Judgment for Show and Tell.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Longyuan-Arrk (Macao) Pte LtdPlaintiff, DefendantCorporationPartial Judgment, Partial Judgment, Claim Dismissed, Claim Dismissed, Defamation Claim DismissedPartial, Partial, Dismissed, Dismissed, DismissedTimothy Ng, Kelvin Chia
Show and Tell Productions Pte LtdDefendant, PlaintiffCorporationJudgment for DefendantWonOh Kim Heoh Mimi, Rajan s/o Sankaran Nair

3. Judges

Judge NameTitleDelivered Judgment
Belinda Ang Saw EanJudgeYes

4. Counsels

Counsel NameOrganization
Timothy NgTimothy Ng LLC
Kelvin ChiaTimothy Ng LLC
Oh Kim Heoh MimiRHTLaw Taylor Wessing LLP
Rajan s/o Sankaran NairRajan Nair & Partners

4. Facts

  1. Longyuan-Arrk engaged Show and Tell for signage work at Universal Studios.
  2. The contract required steelwork to be hot-dip galvanised.
  3. Show and Tell used an alternative epoxy anti-rust method for some signs.
  4. Longyuan-Arrk claimed the signs were non-compliant and sought replacement costs.
  5. Show and Tell argued a Statement of Final Account (SFA) settled all matters.
  6. Longyuan-Arrk alleged Show and Tell defamed them in a letter and email.
  7. Show and Tell counterclaimed for the release of a retention sum.

5. Formal Citations

  1. Longyuan-Arrk (Macao) Pte Ltd v Show and Tell Productions Pte Ltd, Suit Nos 81 and 592 of 2011, [2013] SGHC 160

6. Timeline

DateEvent
Longyuan-Arrk and Show and Tell signed the letter of award for signage works.
Intermega raised the Galvanisation Issue in an e-mail.
CJY stated that the Galvanisation Issue was a deviation from the contract specification.
Longyuan-Arrk reserved the rights to reject any signage that does not conform to specification.
Show and Tell emailed the technical specifications and method statement for the Epoxy Anti-rust Method.
Longyuan-Arrk instructed Show and Tell to proceed with the installation of the signs.
Show and Tell's staff e-mailed CS Lim some documents on the Epoxy Anti-rust Method for endorsement by the Professional Engineer.
Sub-Contracts Works were completed.
Defects Liability Period started.
Show and Tell completed installation of all the signs.
Architect's Direction to CJY to verify all signage installed on site and identify the non-conforming signage and rectify accordingly.
Universal Studios project reached practical completion.
CJY handed over possession of Universal Studios to RWS.
Universal Studios at Sentosa opened.
Longyuan-Arrk proposed to pay the outstanding progress payment sum in three tranches.
Longyuan-Arrk requested an extension to make the mid-March instalment payment.
Winding up proceedings commenced against Longyuan-Arrk.
CJY issued a Works Order to Show and Tell for the supply and installation of certain signs.
Jason sought CS Lim’s permission to back-charge CJY’s payment to Longyuan-Arrk.
Retention Sum was allegedly due for release after expiry of the defects liability period.
Show and Tell was paid $271,697 by CJY.
Jason signed the SFA with Plaintiff’s commercial manager, CS Lim.
The SFA was signed by the Plaintiff and the Defendant.
Ivan reminded Jason that the Galvanisation Issue was still outstanding.
Final Amount was payable.
Longyuan-Arrk claimed that 14 of the signs installed by Show and Tell were not hot-dip galvanised.
Show and Tell replied to Longyuan-Arrk.
Jason wrote a letter to Ben Yee of Sentosa Leisure Group.
A scanned copy of the 16 November Letter was sent as an e-mail attachment to one “Ben Ee Seck Yong” from RWS.
Show and Tell received a “Neon & Signage Defects list as 11 Jan 2011” from Ivan.
Main Contractor’s Direction.
Sub-Contract Completion Certificate was issued by CJY.
Show and Tell replied stating that it would not provide any further assistance to Longyuan-Arrk unless the latter informed Show and Tell of when it would make payment.
Longyuan-Arrk accepted Show and Tell’s refusal as a repudiation of the Sub-Contract.
The winding up proceedings were withdrawn.
The list of Non-compliant Signs was only added to the Schedule to CJY’s Sub-Contract Completion Certificate.
Longyuan-Arrk engaged Seiho Engineering & Contracts Pte Ltd to replace the Non-compliant Signs and rectify other defects under the Sub-Contract.
Longyuan-Arrk received the updated list and the Main Contractor’s Direction dated 17 December 2010.
Longyuan-Arrk informed Show and Tell that it would engage a third party to remedy the defective works.
Longyuan-Arrk commenced Suit 81.
DLP ended.
Show and Tell commenced Suit 592.
First tranche of trial.
Second tranche of trial.
Third tranche of trial.
Decision Date

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Show and Tell breached the contract by failing to remedy defects, but Longyuan-Arrk's claims were largely precluded by the SFA.
    • Category: Substantive
    • Sub-Issues:
      • Failure to hot-dip galvanise
      • Failure to remedy defects
      • Repudiatory breach
  2. Defamation
    • Outcome: The court dismissed Longyuan-Arrk's defamation claim.
    • Category: Substantive
  3. Set-off
    • Outcome: The court held that Longyuan-Arrk had no right of equitable set-off.
    • Category: Procedural
  4. Interpretation of Contract
    • Outcome: The court interpreted the Statement of Final Account (SFA) to determine its scope and effect on the parties' claims.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Release of Retention Sum

9. Cause of Actions

  • Breach of Contract
  • Defamation

10. Practice Areas

  • Commercial Litigation
  • Construction Litigation

11. Industries

  • Construction
  • Entertainment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdCourt of AppealYes[2008] 3 SLR 1029SingaporeCited for the principles that apply to the construction of a written contract.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and anotherCourt of AppealYes[2013] SGCA 43SingaporeCited for the contextual approach to the interpretation of terms in a contract.
Jia Min Building Construction Pte Ltd v Ann Lee Pte LtdHigh CourtYes[2004] 3 SLR(R) 288SingaporeCited for the principle that the common law and/or equitable right to exercise set-off in diminution of a claim can only be removed by clear and unequivocal words.
Federal Commerce & Navigation Co Ltd v Molena Alpha IncQueen's BenchYes[1978] QB 927England and WalesCited for the formulation of the test for equitable set-off.
Pacific Rim Investments Pte Ltd v Lam Seng Tiong and anotherHigh CourtYes[1995] 2 SLR(R) 643SingaporeCited for the application of the test for equitable set-off.
Geldof Metaalconstructie NV v Simon Carves LtdNot AvailableYes[2011] 1 Lloyd’s Rep 517Not AvailableCited for the restatement of the test for equitable set-off.
Fearns (trading as Autopaint International) v Anglo-Dutch Paint & Chemical Co Ltd and othersHigh CourtYes[2011] 1 WLR 366England and WalesCited for the powers of the court to set-off by judgment.
The Leonidas D; Allied Marine Transport Ltd v Vale do Rio Doce Navegacao SANot AvailableYes[1985] 1 WLR 925Not AvailableCited for the principle that mere silence and inactivity will not normally suffice for estoppel.
Tacplas Property Services Pte Ltd v Lee Peter Michael (administrator of the estate of Lee Ching Miow, deceased)Court of AppealYes[2000] 1 SLR(R) 159SingaporeCited for the requirements for a successful claim in estoppel.
Greenwood v Martins Bank LtdHouse of LordsYes[1933] AC 51England and WalesCited as an example where silence could amount to a representation in estoppel.
Spiro v LinternNot AvailableYes[1973] 1 WLR 1002Not AvailableCited as an example where a duty to speak arises in estoppel.
Chan Cheng Wah Bernard and others v Koh Sin Chong Freddie and another appealCourt of AppealYes[2012] 1 SLR 506SingaporeCited for the principles for determining the natural and ordinary meaning of the offending words in a defamation action.
Kay Swee Pin v Singapore Island Country Club and otherHigh CourtYes[2010] 4 SLR 288SingaporeCited for the test of what is defamatory.
Segar Ashok v Koh Fonn Lyn Veronica and another suitHigh CourtYes[2010] SGHC 168SingaporeCited for the test of what is defamatory.
Sim v StretchNot AvailableYes[1936] 2 All ER 1237Not AvailableCited for the definition of 'defamatory'.
Multigroup Bulgaria Holding AD v Oxford Analytica LtdNot AvailableYes[2001] EMLR 737Not AvailableCited for the test of what is defamatory in the case of a company.
Derbyshire County Council v Times NewspaperHouse of LordsYes[1993] AC 534England and WalesCited for the kinds of damage which defamatory words might be likely to cause to a trading corporation.
Euromoney Institutional Investor Plc v Aviation News Ltd and anotherHigh CourtYes[2013] EWHC 1505 (QB)England and WalesCited for the principle that the court has to consider what meaning the words complained of is capable of imputing; not what an individual word means.
Tolley v J S Fry and Sons, LimitedNot AvailableYes[1930] 1 KB 467Not AvailableCited for the principle that words are not actionable as defamatory, however much they may damage a man in the eyes of a section of the community unless they also amount to disparagement of his reputation in the eyes of right thinking men generally.
Arul Chandran v Chew Chin Aik VictorCourt of AppealYes[2001] 1 SLR(R) 86SingaporeCited for the principle that once the plaintiff has proven that the disputed words are defamatory, the burden is on the defendant, if he wishes to rely on the defence of justification, to prove that defamatory words are true.
Lim Eng Hock Peter v Lin Jian Wei and anotherHigh CourtYes[2009] 2 SLR(R) 1004SingaporeCited for the nature and basis of the defence of qualified privilege.
Adam v WardHouse of LordsYes[1917] AC 309England and WalesCited for the test for qualified privilege.
Sabah Shipyard (Pakistan) Ltd v Government of the IslamicHigh CourtYes[2004] 3 SLR(R) 184SingaporeCited for the interpretation of the phrase 'in connection with'.
Re Rasmachayana Sulistyo (alias Chang Whe Ming), ex parte The Hongkong and Shanghai Banking Corp Ltd and other appealsHigh CourtYes[2005] 1 SLR(R) 483SingaporeCited for the interpretation of the phrase 'in connection with'.
Horrocks v LoweHouse of LordsYes[1975] AC 135England and WalesCited for the law on malice in the context of qualified privilege.
Price Waterhouse Intrust Ltd v Wee Choo Keong and othersCourt of AppealYes[1994] 2 SLR(R) 1070SingaporeCited for the principle that it is not necessary for the recipient of a communication to have a direct or substantial interest in it for the defence of qualified privilege to succeed.
Howe v LeesHigh CourtYes(1910) 11 CLR 361AustraliaCited for the meaning of the word 'interest' in the context of qualified privilege.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Building and Construction Industry Security of Payment Act (Cap 30B, 2006 Rev Ed)Singapore
Rules of Court (Cap 322, R 5, 2006 Rev Ed)Singapore
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Hot-dip galvanisation
  • Epoxy anti-rust method
  • Statement of Final Account
  • Defects Liability Period
  • Retention Sum
  • Non-compliant Signs
  • Defamation
  • Set-off

15.2 Keywords

  • breach of contract
  • defamation
  • construction
  • signage
  • statement of final account
  • retention sum
  • Singapore

16. Subjects

  • Contract Dispute
  • Construction Dispute
  • Defamation

17. Areas of Law

  • Contract Law
  • Defamation
  • Construction Law
  • Civil Procedure